Super Holdings definition
Examples of Super Holdings in a sentence
All Equity Interests of U.S. Borrower are owned directly by Parent (or, after an IPO, the IPO Entity) and, prior to an IPO, all Equity Interests of Parent are owned directly by Holdings and all Equity Interests of Holdings are owned directly by Super Holdings.
Not later than one Business Day following the receipt of any Net Cash Proceeds of any Preferred Stock Issuance by Holdings, Parent, Super Holdings, U.S. Borrower or any of its U.S. Subsidiaries, U.S. Borrower shall apply an amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and (i).
There are no existing or threatened strikes, lockouts or other labor disputes involving Super Holdings or any Subsidiary that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Engage in any material line of business substantially different from those lines of business conducted by Super Holdings and its Subsidiaries on the Effective Date or any business substantially related or incidental thereto.
Super Holdings shall have received at least $25,000,000 in gross cash proceeds from an issuance of its Qualified Capital Stock occurring on the First Tranche Notes Issuance Date prior to the issuance of the First Tranche Notes.
Set forth on Schedule 6.22 is a complete and accurate list of all Material Contracts of Super Holdings and its Subsidiaries as of the Effective Date, with an adequate description of the parties thereto, and amendments and modifications thereto.
Each Material Contract (a) is in full force and effect and is binding upon and enforceable against Super Holdings and its Subsidiaries that are party thereto and, to the knowledge of the Issuer, all other parties thereto in accordance with its terms, and (b) is not currently subject to any material breach or default by Super Holdings or any Subsidiary or, to the knowledge of the Issuer, any other party thereto.
All issued and outstanding Equity Interests of Super Holdings and each of its Subsidiaries is duly authorized and validly issued, fully paid and non-assessable and such Equity Interests were issued in compliance with all applicable Laws.
To the knowledge of the Issuer, none of Super Holdings nor any of its Subsidiaries has taken or failed to take any action that would permit any other Person party to any Material Contract to have, and, to the knowledge of the Issuer, no such Person otherwise has, any defenses, counterclaims or rights of setoff thereunder.
The Issuer is Solvent on an individual basis, Super Holdings is Solvent on an individual basis and Super Holdings and its Subsidiaries are Solvent, on a consolidated basis.